Why third parties draw the scrutiny
Many foreign bribery cases involve payments routed through intermediaries, so anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act place weight on how a company vetted and monitored its agents and partners. Bribery due diligence is the process of finding out who a third party is, who owns it, how it will deal with government officials, and why its compensation makes sense. Warning signs include unusually high commissions, requests to pay accounts in unrelated countries, and resistance to compliance terms. Enforcement priorities in the United States have shifted in recent years, but the statute remains in force, and the period for bringing charges can outlast a change in policy.
Diligence in an acquisition
When buying a company, the acquirer can inherit liability for the target's past misconduct, and continuing a corrupt arrangement after closing creates new exposure. Pre-closing review typically looks at government touchpoints, sales intermediaries, licenses and permits, and the target's own compliance history, though access is often limited before signing. When diligence is incomplete, post-closing review and integration become more important. The Justice Department has policies that can give credit to acquirers who identify and disclose misconduct promptly after a deal and remediate it. Representations, warranties, and indemnities in the purchase agreement can allocate some risk between the parties, but they do not prevent enforcement.
Documenting the review
A diligence file that records what was asked, what was found, and how concerns were resolved is often as important as the conclusion. Questionnaires and database checks are a starting point, but higher-risk relationships may call for interviews, background investigations, and contract protections such as audit rights and termination clauses. If a review uncovers a possible past payment, the next steps involve privilege, potential disclosure, and whether to proceed with the deal, so counsel should be involved before findings are circulated. We help companies scale the diligence to the risk, so that low-risk vendors move quickly and the effort goes where it is needed.
